As filed with the Securities and Exchange Commission on January 9, 1998
REGISTRATION NO.__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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WORLD FUEL SERVICES CORPORATION
(exact name of registrant as specified in its charter)
FLORIDA 59-2459427
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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700 SOUTH ROYAL POINCIANA BOULEVARD
SUITE 800
MIAMI SPRINGS, FLORIDA 33166
(305) 884-2001
(Address of Principal Executive Offices, including Zip Code)
1986 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
RALPH R. WEISER, CHAIRMAN
700 SOUTH ROYAL POINCIANA BOULEVARD
SUITE 800
MIAMI SPRINGS, FLORIDA 33166
(305) 884-2001
(Name, address, and telephone number,
including area code, of agent for service)
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WITH A COPY TO:
LUIS A. DE ARMAS, ESQ.
SHUTTS & BOWEN
1500 MIAMI CENTER
201 S. BISCAYNE BLVD.
MIAMI, FLORIDA 33131
(305) 358-6300
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE (2)
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Common Stock, par value $.01 per 97,248 $6.55 $637,515 $194
share
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(1) This registration statement covers 97,248 shares of Common Stock to be
issued under the 1986 Employee Stock Option Plan. In addition, this
registration statement covers an indeterminate number of additional shares
of Common Stock which may be issued under said plan as a result of a stock
split, stock dividend or other similar transaction.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933 based
upon the exercise price of 97,248 shares of Common Stock which may be
issued pursuant to options already granted under the plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
World Fuel Services Corporation (the "Company") hereby incorporates by
reference in this Registration Statement the following documents filed by the
Company with the Securities and Exchange Commission (the "Commission") under
Commission File No. 1-9533:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1997.
(2) The Company's Quarterly Reports on Form 10-Q for the three and
six month periods ended June 30, 1997 and September 30, 1997,
respectively.
(3) The description of the Company's common stock, $.01 par value,
contained in the Company's Form 8-A filed on July 27, 1990,
under Section 12(b) of the Securities Exchange Act of 1934.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4: DESCRIPTION OF SECURITIES
Not applicable.
Item 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 607.0850(1) of the Florida Business Corporation Act provides that
a Florida corporation may indemnify any person who was or is a party to any suit
or proceeding (other than an action by or in the right of the corporation), by
reason of the fact that he was or is a director, officer, employee or agent of
the corporation or was or is serving at the request of the corporation as a
director, officer,
employee or agent of another corporation or enterprise, against liability
incurred in connection with such proceeding, including any appeal thereof, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
Section 607.0850(2) provides that a Florida corporation may indemnify any
person who was or is a party to any proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses and
certain amounts paid in settlement, not exceeding, in the judgment of the board
of directors, the estimated expense of litigating the proceeding to conclusion,
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit including appeal thereof if he acted under
similar standards, except that no indemnification may be made in respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable, unless, and only to the extent that, the court in which such action or
suit was brought shall determine that despite the adjudication of liability,
such person is fairly and reasonably entitled to be indemnified for such
expenses that the court shall deem proper.
Section 607.0850 further provides that to the extent a director, officer,
employee or agent of a corporation has been successful in the defense of any
action, suit or proceeding referred to above or in the defense of any claim,
issue or matter therein, he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith; that indemnification
provided for by Section 607.0850 shall not be deemed exclusive of any other
rights to which the indemnified party may be entitled; and that the corporation
may purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him or incurred by him in any
such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities under
such Section 607.0850.
The Company's Articles of Incorporation provide that the Company shall
indemnify its officers and directors, and former officers and directors, to the
full extent permitted by the laws of the State of Florida.
Item 7: EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8: EXHIBITS
4 The description of the Company's common stock, $.01 par value, as
contained in the Company's Form 8-A filed July 27, 1990, is hereby
incorporated by reference
5 Opinion of Shutts & Bowen LLP
23.(a) Consent of Arthur Andersen LLP
23.(b) Consent of Shutts & Bowen LLP
II-2
24.(a) Power of Attorney of Jerrold Blair
24.(b) Power of Attorney of Carlos Abaunza
24.(c) Power of Attorney of Luis Tinoco
24.(d) Power of Attorney of Ralph R. Feuerring
24.(e) Power of Attorney of John R. Benbow
24.(f) Power of Attorney of Phillip S. Bradley
24.(g) Power of Attorney of Myles Klein
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-3
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami Springs, State of Florida, on the 8th day of
January, 1998.
WORLD FUEL SERVICES CORPORATION
By: /S/ JERROLD BLAIR
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Jerrold Blair, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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Chairman of the
Board of Directors
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Ralph R. Weiser
President (Chief Executive
/S/ JERROLD BLAIR Officer) and Director January 8th, 1998
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Jerrold Blair
/S/ CARLOS ABAUNZA Chief Financial Officer and January 8th, 1998
- ------------------------ Chief Accounting Officer
Carlos Abaunza
/S/ LUIS TINOCO* Director January 8th, 1998
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Luis Tinoco
/S/ RALPH R. FEUERRING* Director January 8th, 1998
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Ralph R. Feuerring
/S/ JOHN R. BENBOW* Director January 8th, 1998
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John R. Benbow
/S/ PHILLIP S. BRADLEY* Director January 8th, 1998
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Phillip S. Bradley
/S/ MYLES KLEIN* Director January 8th, 1998
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Myles Klein
Director
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Michael J. Kasbar
Director
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Paul Stebbins
*By: /S/ JERROLD BLAIR January 8th, 1998
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Jerrold Blair
Attorney-in-Fact
II-5
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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5 Opinion of Shutts & Bowen LLP
23.(a) Consent of Arthur Andersen LLP
23.(b) Consent of Shutts & Bowen LLP
24.(a) Power of Attorney of Jerrold Blair
24.(b) Power of Attorney of Carlos Abaunza
24.(c) Power of Attorney of Luis Tinoco
24.(d) Power of Attorney of Ralph R. Feuerring
24.(e) Power of Attorney of John R. Benbow
24.(f) Power of Attorney of Phillip S. Bradley
24.(g) Power of Attorney of Myles Klein